For the transition period from _____________________ to________________________

Commission File Number: 0-10294

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

California

95-3276269

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

2310 Cousteau Court

Vista, California

(Address of principal executive offices)

92081-8346

(Zip Code)

(760) 598-1655

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act.

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

ý

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The number of shares outstanding of the registrant’s Common Stock, no par value, as of March 13, 2013 was 12,962,999.

International Lottery & Totalizator Systems, Inc. (“ILTS” or the “Company,” together with its subsidiary) designs, manufactures, sells, manages, supports and services computerized wagering systems and terminals for the global lottery and pari-mutuel racing industries. The wagering system features include real-time, secure processing of data received from multiple locations, hardware redundancy and complete communications redundancy in order to provide the highest level of fault tolerant operation. In addition, although the Company is not presently doing so, ILTS has demonstrated capability to provide full facilities management services to customer organizations authorized to conduct lotteries. The Company is largely dependent upon significant contracts for its revenue, which typically include a deposit upon contract signing and up to six months lead time before delivery of hardware begins.

The Company, through its wholly-owned subsidiary, Unisyn Voting Solutions, Inc. (“Unisyn”), has devoted significant resources to developing federally certified end-to-end optical scan voting systems and a full-featured Election Management Software that provides precinct tabulation, ballot review and audio voting capability. In addition to the InkaVote Plus Precinct Ballot Counter (“PBC”) system, certified to the National Association of State Election Directors (“NASED”) 2002 Voting System Standards (“VSS”), the Company received the 2005 Voluntary Voting System Guidelines (“VVSG”) certification from the United States Election Assistance Commission (“EAC”) for its OpenElect® digital optical scan election system – a digital scan voting system built with Java on a streamlined and hardened Linux platform. As part of a jurisdiction’s procurement process, the Company will provide the OpenElect® products’ source code for independent review.

These efforts leverage the Company’s extensive experience to develop highly secure, mission-critical solutions that meet the NASED 2002 VSS and the EAC 2005 VVSG standards. In addition, the Company’s voting systems offer the following features:

·

High level of security and vote encryption to ensure integrity and voter privacy;

·

Electronic and paper audit trails that offer added security and redundancy for recounts;

·

Reduce the cost of ballot printing while offering operational efficiencies;

The accompanying condensed consolidated financial statements include the accounts of ILTS and its wholly-owned subsidiary, Unisyn. All significant intercompany accounts and transactions are eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the Securities and Exchange Commission’s (“SEC”) instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows have been included.

The results of operations for the interim periods shown in this report are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012 filed with the SEC on July 6, 2012. The condensed consolidated balance sheet as of April 30, 2012 has been derived from the audited financial statements included in the Form 10-K for that year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions. Actual results could differ from those estimates. Estimates may affect the reported amounts of assets and liabilities and revenues and expenses, and the disclosure of contingent assets and liabilities.

Deferred Revenues

Deferred revenues of approximately $2.4 million as of January 31, 2013 consist of payments received for a deposit on a contract, prepayments for products and services related to the use of the OpenElect® and PBC voting systems, and other software and technical support services. The Company will recognize the revenues upon the fulfillment of the prescribed criteria for revenue recognition.

Warranty Reserves

Estimated warranty costs are accrued as revenues are recognized. Included in the warranty cost accruals are costs for basic warranties on products sold. A summary of product warranty reserve activity for the nine months ended January 31, 2013 is as follows:

(Amounts in thousands)

Balance at May 1, 2012

$

169

Additional reserves

120

Warranty reserve expense adjustments

(45

)

Charges incurred

(137

)

Balance at January 31, 2013

$

107

Income Taxes

The Company uses the asset and liability method for financial reporting of income taxes. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and the tax basis of assets and liabilities, and are measured by applying enacted rates and laws to taxable years in which such differences are expected to be recovered or settled. Any changes in tax rates or laws are recognized in the period when such changes are enacted. Valuation allowances have been established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company records a valuation allowance to reduce its deferred tax assets when uncertainty exists regarding the realizability of the deferred tax assets.

The provision for income taxes was $20,000 for the nine months ended January 31, 2013. The effective tax rate differed from the statutory tax rate primarily due to valuation allowances and net operating loss carry forwards.

Segment Information

The Company reports segment information based on the “management” approach. Under this approach, operating segments are identified in substantially the same manner as they are reported internally and used by the Company’s chief operating decision maker for purposes of evaluating performance and allocating resources.

The Company divides its operations into two operating segments: the gaming business and the voting business. The gaming segment designs and develops computerized wagering systems and terminals for the lottery and pari-mutuel racing industries worldwide. Presently the voting segment generates revenues from the sales of the voting systems and hardware, software licensing, product servicing and software support services.

During the three months ended January 31, 2013 and 2012, revenues from all related party transactions for the sales of products and services totaled approximately $646,000 (32% of total revenue) and $2 million (44% of total revenue), respectively. Related party revenues for the nine months ended January 31, 2013 and 2012 were approximately $3.7 million (48% of total revenue) and $3.5 million (50% of total revenue), respectively. Included in accounts receivable at January 31, 2013 was approximately $69,000 from these customers. Descriptions of the transactions with the Company’s related parties in the three and nine months ended January 31, 2013 and 2012 are presented below.

Berjaya Lottery Management (H.K.) Ltd.

In 1996, the Company entered into an agreement to purchase specific inventory on behalf of Berjaya Lottery Management (H.K.) Ltd. ("BLM"), the owner of 71.3% of ILTS’s outstanding voting stock as of January 31, 2013.

Over time, the Company has sold or used portions of the BLM inventory in unrelated third party transactions. The sale or use of the inventory resulted in a liability to BLM for the cost of the items utilized.

The financial activities and balances related to BLM were as follows:

·

There were no related party sales to BLM in the three and nine months ended January 31, 2013 and 2012;

·

There were no accounts receivable balances from BLM as of January 31, 2013 and April 30, 2012;

·

Liabilities to BLM arising from the sale or use of the BLM inventory, recorded as “Payable to Parent,” were $252,000 as of January 31, 2013 and April 30, 2012; and

·

There were no inventory balances held for BLM as of January 31, 2013 and April 30, 2012.

Philippine Gaming Management Corporation

In December 2011, the Company received from Philippine Gaming Management Corporation (“PGMC”), a related party and a subsidiary of BLM, an order valued at approximately $1.1 million for lottery products. Shipments of these products were completed in the first quarter of fiscal 2013, and the related revenue was recognized.

In addition, the Company provides PGMC with terminal spare parts on an ongoing basis and support services on an as-needed basis.

The financial activities and balances related to transactions with PGMC were as follows:

·

Revenues recognized on the sale of lottery products during the three and nine months ended January 31, 2013 totaled approximately $2,000 and $1.1 million, respectively. Revenues of $1.7 million and $3 million were recognized on the sale of lottery products and support services during the three and nine months ended January 31, 2012, respectively;

·

There was no deferred revenue balance as of January 31, 2013. The deferred revenue balance in connection with the lottery product order received in December 2011 mentioned above totaled approximately $264,000 as of April 30, 2012; and

·

The accounts receivable balance from the sale of lottery products totaled $55,000 as of January 31, 2013, compared to $189,000 as of April 30, 2012.

The Company provides lottery products, software development and software support services to Sports Toto Malaysia (“STM”), an affiliate of BLM and a related party.

In December 2011, the Company signed a contract with STM for a complete DataTrakII lottery system valued at approximately $4.3 million. This contract is scheduled to be completed by the fourth quarter of fiscal 2013.

In January 2013, the Company received from STM, an order valued at approximately $11 million for lottery products. Shipments of these products are expected to begin and be completed in the fiscal year 2014.

The financial activities and balances related to transactions with STM were as follows:

·

Revenues of $609,000 and $2.5 million were recognized on the performance of contract deliverables and support services during the three and nine months ended January 31, 2013, respectively. Revenues of $245,000 and $400,000 were recognized on the performance of contract deliverables and support services during the three and nine months ended January 31, 2012, respectively;

·

Net costs and estimated earnings in excess of billings relating to the abovementioned contract received in December 2011 totaled $60,000 as of January 31, 2013, compared to $726,000 as of April 30, 2012;

·

There were deferred revenues of $9,000 on software support services as of January 31, 2013 and April 30, 2012; and

·

Accounts receivable from STM totaled $14,000 as of January 31, 2013. There was no accounts receivable balance as of April 30, 2012.

Natural Avenue Sdn. Bhd.

The Company provides Natural Avenue Sdn. Bhd. (“Natural Avenue”), an affiliate of BLM and a related party, with lottery products and support services.

The financial activities and balances related to transactions with Natural Avenue were as follows:

·

Revenues of $35,000 and $105,000 were recognized on the sale of support services and licensing during the three and nine months ended January 31, 2013, respectively. Revenues of $36,000 and $119,000 were recognized on the performance of contract deliverables, sale of support services and licensing during the three and nine months ended January 31, 2012, respectively;

·

There was no deferred revenue balance as of January 31, 2013, compared to $4,000 as of April 30, 2012; and

·

There were no accounts receivable balances from Natural Avenue as of January 31, 2013 and April 30, 2012.

Sports Toto Computers Sdn. Bhd.

The Company engages Sports Toto Computers Sdn. Bhd. (“STC”), a related party, to provide consulting, programming and other related services to the Company.

During the three and nine months ended January 31, 2013, the Company incurred services of approximately $65,000 and $145,000, respectively, which are shown as part of cost of sales. During the three and nine months ended January 31, 2012, the Company incurred approximately $51,000 and $152,000, respectively, which are shown as part of cost of sales.

Fair Value of Financial Instruments

The Company’s material financial instruments consist of its cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable and related party payables. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of January 31, 2013 and April 30, 2012 due to the short-term maturity of the instruments.

This report contains certain forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those set forth under the heading "Risk Factors" and elsewhere in, or incorporated by reference into, this report. In some cases, you can identify forward-looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "anticipate," "estimate," "predict," "potential," or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. The forward-looking statements in this report are based upon management's current expectations and beliefs. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including, such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, potential seasonality, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key technical, marketing and management personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the "SEC." You should consider carefully the statements under "Item 1A. Risk Factors" and other sections of this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

CRITICAL ACCOUNTING POLICIES

Use of Estimates

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Accordingly, we are required to make estimates, judgments and assumptions that we believe are reasonable. We base our estimates on historical experience, contract terms, observance of known trends in our company and the industry as a whole, and information available from other outside sources. Estimates affect the reported amounts and related disclosures. Actual results may differ from initial estimates. There have been no material changes to the critical accounting policies outlined in the Company’s annual report on form 10-K for the fiscal year ended April 30, 2012.

Our revenues are derived primarily from the sales of complete wagering systems, lottery terminals, the OpenElect® and PBC voting systems, other software and software support services. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable. Product is considered delivered to the customer once it has been shipped and the title and risk of loss have been transferred. Service revenues are recognized as the services are rendered, and the related costs of services are recognized on a time and materials basis.

Revenue Recognition for Arrangements with Multiple Deliverables

For multi-element arrangements that include hardware products containing software essential to the hardware product’s functionality, undelivered software elements that relate to the hardware product’s essential software, and undelivered non-software services, we allocate revenue to all deliverables based on their relative selling prices. In such circumstances, we use a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”) and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when we sell the deliverable separately and VSOE is the price actually charged for that deliverable. TPE is determined based on competitor prices for similar deliverables when sold separately. ESPs reflect our best estimates of what the selling prices of elements would be if they were sold regularly on a standalone basis.

For sales of hardware products, we provide various hardware components containing software essential to the hardware product’s functionality, and other components depending on the customers’ needs. We allocate revenue to these deliverables using the relative selling price method. Because we have not established VSOE or TPE for the hardware, revenue is allocated based on ESPs. Determining ESPs requires management’s judgment. Revenue is recognized upon shipment of the hardware and the related essential software, provided the other conditions for revenue recognition have been met. We also provide software support and product support services on a standalone basis from the sales of the hardware. Amounts allocated to software support and product support services are based on VSOE using hourly or daily billing rates. Revenue is deferred until the services are performed. For annual software licenses, we use VSOE. Amounts allocated to annual software licenses are deferred and recognized on a straight-line basis over the service period, which is typically one year.

We consider multiple factors depending on the unique facts and circumstances related to each deliverable when determining ESPs for deliverables without VSOE or TPE. Key factors considered by the management in developing the ESPs for the hardware include the costs of manufacture and what a customer would reasonably pay based on the features being offered, trends in the market, size of the territory, and competitive prices. If the facts and circumstances underlying the factors change, including the estimated or actual costs incurred to provide the hardware with the essential software, or should future facts and circumstances lead the management to consider additional factors, our ESP for the hardware with essential software related to future sales could change.

Revenue Recognition for Percentage-of-Completion Method

For our complete wagering and lottery systems, we recognize revenue by using the percentage-of-completion method when the contracts for complete systems fulfill the following criteria:

Reasonably dependable estimates can be made on the progress towards completion, contract revenues and contract costs; and

4.

Each element is essential to the functionality of the other elements of the contracts.

Under the percentage-of-completion method, sales and estimated gross profits are recognized as work progresses. Progress toward completion is measured by the ratio of costs incurred to total estimated costs. Revenue and gross profit may be adjusted prospectively for revisions in estimated total contract costs. If the current estimates of total contract revenue and contract cost indicate a loss, a provision for the entire loss on the contract is recorded in the period in which it becomes evident. The total estimated loss includes all costs allocable to the specific contract.

Significant fluctuations in period-to-period contract revenue are expected in both gaming and voting industries since individual contracts are generally considerable in value, and the timing of contracts does not occur in a predictable trend. Contracts from the same customer generally may not recur or generally do not recur in the short-term. Accordingly, comparative results between quarters and fiscal years may not be indicative of trends in contract revenue.

The current domestic and global economic slowdown and tightening of the credit markets may adversely affect our business and financial condition in ways that we cannot reasonably predict. For the gaming business, due to the tightening of the credit markets, our potential and existing customers may not be able to secure financing for lottery projects which could effectively impact our revenue potential. For the voting business, various government entities and jurisdictions have experienced severe budget constraints which could compel them to delay or cancel their purchasing decisions, and hence, impact our ability to generate revenue.

Contract revenue for the three months ended January 31, 2013 was approximately $1.6 million, compared to $3.7 million for the corresponding period in 2012. The significant decrease was primarily due to the fewer contract activities for the voting segment, compared to the corresponding period in 2012. For the nine months ended January 31, 2013, contract revenue was approximately $5.9 million, compared to $5.3 million for the corresponding period in 2012. Slightly higher contract revenue was primarily due to increased contract activities for the gaming segment, partially offset by decreased contract activities for the voting segment.

Spares revenue for the three months ended January 31, 2013 was $54,000, compared to $314,000 for the same period in 2012. The decrease was primarily due to lower demand for spare parts from customers in the gaming segment. Spares revenue for the nine months ended January 31, 2013 remained relatively constant at $530,000, compared to $597,000 for the corresponding period in 2012. Customers’ demand for spare parts fluctuates from period to period.

Licensing revenue for the three months ended January 31, 2013 was $88,000, compared to $47,000 in 2012. For the nine months ended January 31, 2013, licensing revenue was $315,000, compared to $160,000 for the corresponding period in 2012. The higher licensing revenues were primarily due to the additional executed licensing agreements related to the voting segment.

Software support revenue for the three months ended January 31, 2013 was $195,000, compared to $198,000 for the same period in 2012. For the nine months ended January 31, 2013, software support revenue was $594,000, compared to $581,000 in the same period in 2012. Software support revenues remained relatively flat compared to the corresponding periods in 2012.

Product servicing and support revenue for the three months ended January 31, 2013 was $102,000, compared to $251,000 for the corresponding period in 2012. For the nine months ended January 31, 2013, product servicing and support revenue was $330,000, compared to $407,000 for the same period in the prior year. The decreases were primarily due to lower demand for support services from a customer in the gaming segment, partially offset by slightly higher demand for support services from customers in the voting segment.

Related party revenue of approximately $646,000 accounted for 32% of total revenue in the three months ended January 31, 2013, compared to $2 million or 44% of total revenue in the corresponding period in 2012. For the nine months ended January 31, 2013, related party revenue of approximately $3.7 million accounted for 48% of total revenue, compared to $3.5 million or 50% of total revenue in the corresponding period in 2012.

Cost of Sales and Gross Profit Analysis

The following table summarizes the cost of sales and gross profit margins as a percentage of total revenues for each of the periods shown:

Three Months Ended

January 31,

Nine Months Ended

January 31,

(Amounts in thousands)

2013

2012

2013

2012

Revenues:

Products

$

1,709

85

%

$

4,034

90

%

$

6,769

88

%

$

6,048

86

%

Services

297

15

%

449

10

%

924

12

%

988

14

%

Total revenues

$

2,006

100

%

$

4,483

100

%

$

7,693

100

%

$

7,036

100

%

Cost of sales:

Products

$

1,372

68

%

$

2,960

66

%

$

4,222

55

%

$

4,931

70

%

Services

146

7

%

195

4

%

349

5

%

350

5

%

Total costs of sales

$

1,518

75

%

$

3,155

70

%

$

4,571

60

%

$

5,281

75

%

Gross profit:

Products

$

337

17

%

$

1,074

24

%

$

2,547

33

%

$

1,117

16

%

Services

151

8

%

254

6

%

575

7

%

638

9

%

Total gross profit

$

488

25

%

$

1,328

30

%

$

3,122

40

%

$

1,755

25

%

In general, individual contracts are significant in value and certain contracts are awarded in a highly competitive bidding process. The gross profit margin varies from one contract to another, depending on the size of the contract and the competitiveness of market conditions. Accordingly, comparative results between quarters and fiscal years may not be indicative of trends in gross profit margin.

Overall gross profit margin was 25% for the three months ended January 31, 2013, compared to 30% for the corresponding period in 2012. The lower profit margin was primarily due to fewer contract activities and the lower profit margins achieved on the sale of certain spare parts during the three months ended January 31, 2013. For the nine months ended January 31, 2013, overall gross profit margin was 40% compared to 25% for the corresponding period in 2012. Significantly higher gross profit margin was primarily due to lower production overhead costs resulting from the allocation of labor resources to contract activities, partially offset by higher support service costs incurred.

Research and Development Expenses

We did not incur any research and development expenses ("R&D") for the three and nine months ended January 31, 2013. For the three and nine months ended January 31, 2012, R&D expenses were $7,000 and $31,000, respectively. While we continue to enhance our products, we anticipate that R&D expenses will be very minimal, if any, in the remaining quarter of fiscal 2013 as we dedicate our efforts to the marketing and sale of new voting systems.

Selling, general and administrative ("SG&A") expenses for the three months ended January 31, 2013 were $580,000, compared to $596,000 in the same period in 2012. SG&A expenses remained relatively constant, compared to the corresponding period in 2012. For the nine months ended January 31, 2013, SG&A expenses were approximately $1.8 million, compared to $1.9 million for the corresponding period in 2012. Slightly lower SG&A expenses were primarily due to the decreased proposal and trade show activities for both the voting and gaming segments, partially offset by higher employee-related expenses. We anticipate that SG&A expenses will remain relatively constant in the remaining quarter of fiscal 2013.

Income Tax Provision

The provision for income taxes was $20,000 for the nine months ended January 31, 2013. The effective tax rate differed from the statutory tax rate primarily due to valuation allowances and net operating loss carry forwards.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our net working capital as of January 31, 2013 was approximately $6 million.

Contract backlog as of January 31, 2013 was approximately $20.3 million. Of this amount, approximately $11.4 million will be derived from two gaming contracts executed with a related customer. The remaining contract backlog amount of approximately $8.9 million is related to gaming and voting contracts with unrelated customers.

Additional sources of cash through January 31, 2014 are expected to be derived from spares, software and technical support and licensing revenues. Uses of cash are expected to be for normal operating expenses and costs associated with contract deliverables.

While we anticipate that we will be successful in obtaining additional product or service contracts to enable us to continue normal operations through January 31, 2014, there can be no assurance that we will be able to acquire new contracts.

In the highly competitive industry in which we operate, operating results may fluctuate significantly from period to period. We anticipate that our cash flows from operations, expected contract payments and available cash will be sufficient to enable us to meet our liquidity needs through at least January 31, 2014. Although we are not aware of any particular trends, in the event that we are unable to secure new business, we may experience reduced liquidity or insufficient cash flows.

Our net cash provided by operating activities was approximately $3.7 million for the nine months ended January 31, 2013, compared to the net cash used in operating activities of $404,000 for the same period in 2012. The primary factors contributing to the change in the reported cash flow amounts related to the increased deferred revenues and the net income of approximately $1.3 million in 2013, compared to the net loss of $170,000 in 2012. In addition, the decrease in inventories contributed to the change in the reported cash flow amounts. Furthermore, the timing of customer contract performance impacted the cost and earnings in excess of billings on an uncompleted contract, and settlement of vendor invoices related to inventory purchases attributed to the change in the reported cash flow amounts.

Net cash provided by investing activities was $33,000 for the nine months ended January 31, 2013, compared to the net cash used in investing activities of $107,000 in 2012. The higher net cash provided by investing activities in the nine months ended January 31, 2013 was primarily due to the redemption of a certificate of deposit, partially offset by an increase in capital expenditures compared to the same period in 2012. Higher capital expenditures in 2013 were related to the purchase of voting rental and computer equipment.

There were no financing activities during the nine months ended January 31, 2013 or 2012.

Capital Resources

As of January 31, 2013, we did not have outstanding credit facilities.

Under the supervision and with the participation of our management, including our Principal Executive Officer, who is also our Principal Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in SEC Rule 13a-15(e) and 15d-15 (e)) as of the end of the period covered by this report. Based on the foregoing, our Principal Executive Officer (and Principal Financial Officer) concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and (ii) accumulated and communicated to management, including the Principal Executive Officer (and Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have not been any changes in the Company’s internal control over financial reporting during the quarter ended January 31, 2013 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The Company is currently not a party to any pending legal proceedings, and no such action by or, to the best of its knowledge, against the Company has been threatened as of the date of this report.

ITEM 1A.

RISK FACTORS

There have been no material changes to the risk factors relating to our business as disclosed in our Form 10-K for the fiscal year ended April 30, 2012 filed with the SEC on July 6, 2012.

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